At a session held on March 30, 2005, the Financial Supervision Commission adopted the following Resolutions:

1. The Commission entered into the Public Companies Registry a subsequent issue of securities issued by Economic and Investment Bank PLC (EIBANK PLC). The issue is to the amount of 2,100,010 ordinary shares, having a nominal and issue value of BGN 10 each. It is issued as a result of the bank’s capital increase.

2. The Commission imposed a temporary prohibition on a tender offer submitted by I. S. Mihailov EOOD, Bourgas, for the purchase of shares of Monolit – Stil AD, Bourgas, from the company’s other shareholders through the Investment Intermediary BenchMark Finance AD, Sofia City.

At a session held on March 29, 2006, the Financial Supervision Commission (FSC) adopted the following resolutions:

1. The Commission issued a new licence to Argo-Invest AD, Sofia City, to perform activities as an investment intermediary.

 2. The Commission issued a new licence to Frontier Finances AD, Sofia City, to perform activities as an investment intermediary.

 3. The Commission issued a new licence to Fico Invest OOD, town of Varna, to perform activities as an investment intermediary.

 4. The Commission issued a new licence to Euroforum Ltd., Sofia City, to perform activities as an investment intermediary.

 5. The Commission issued a new licence to KD Securities AD, Sofia City, to perform activities as an investment intermediary.

 6. The Commission issued a licence to Alfa Asset Management EAD to set up and manage the following contractual fund: Alfa Index Imoti. The Commission confirmed a Prospectus for public offering of contractual fund’s units. The Commission entered the issue of units in the FSC’s Public Register and entered the contractual fund as an issuer into the said Register.

 7. The Commission issued a licence to KD Investments EAD to set up and manage the following contractual fund: KD Bonds Bulgaria. The Commission entered the contractual fund into the Register. The Commission confirmed a Prospectus for public offering of contractual fund’s units. The Commission entered the issue of units in the FSC’s Public Register and entered the contractual fund as an issuer.

 8. The Commission issued a licence to KD Investments EAD to set up and manage the following contractual fund: KD Equities Bulgaria. The Commission entered the contractual fund into the Register. The Commission confirmed a Prospectus for public offering of contractual fund’s units. The Commission entered the issue of units in the FSC’s Public Register and entered the contractual fund as an issuer.

 9. The Commission issued a licence to Premier Fund REIT to pursue the following activities as a special purpose vehicle: investment of funds raised through issuance of securities in real estates /securitization of real estates/.
The Commission confirmed a Prospectus for public offering of 150,000 pieces of ordinary, registered, dematerialized, freely transferable voting shares, having a nominal value of BGN 1 each, issued by Premier Fund REIT as a result of primary increase in the company’s capital.
 The Commission entered the issue of shares in the FSC’s Public Register.

 10. The Commission issued a licence to HypoCapital REIT to pursue the following activities as a special purpose vehicle: investment of funds raised through issuance of securities in receivables /securitization of receivables/.
The Commission confirmed a Prospectus for public offering of 15,000 pieces of ordinary, registered, dematerialized, freely transferable voting shares, having a nominal value of BGN 10 each, issued by HypoCapital REIT as a result of primary increase in the company’s capital.
 The Commission entered the issue of shares in the FSC’s Public Companies Register.

 11. The Commission adopted amendments to Instructions on the application of Art. 12, paras. 3 and 4 of Ordinance No. 2 on the prospectuses in the case of public offering of securities and on the disclosure of information by the public companies and other issuers of securities.

 12. The Commission issued a licence to ING Insurance Joint Stock Company, Republic of Hungary, to undertake insurance activities to a foreign insurer through a branch in the Republic of Bulgaria on the following types of insurances:
 – Life and Rent Insurances;
 – Accident Additional Insurance.

 13. The Commission adopted at second reading Ordinance on the procedure for and methods of setting up the technical reserves of the insurers and of the health assurance reserves.
The said Ordinance transposes the European directives in the part related to the requirements set towards the technical reserves and is in conformity with the amendments introduced to the Insurance Code. The obligation to allocate at least 90 per cent of the yield upon investments realized into the accounts of the life insured persons is abolished. The yield allocation shall be based on the individual policies of the insurance companies on market principle. Certain restrictions connected with forming and disposing with the reserve fund are amended. Some approvals of parameters where forming the technical reserves are abolished, and at the same time greater responsibilities are entrusted to the companies with a view to the specifics of their portfolio.

 14. The Commission adopted a resolution on setting internationally acknowledged credit rating agencies and defined the criteria which the other credit rating agencies are to meet in order to acknowledge the credit ratings awarded by these to re-insurers where setting the percentage of allowable receivables for cover of the insurance reserves. /for the purposes of Art.75, para. 2 of the IC/
The internationally acknowledged credit rating agencies specified are as follows: Standard & Poor’s; Moody’s Investors Service; Fitch Ratings; AM Best Company.
The criteria which the other credit rating agencies are to meet in order to gain recognition by the Financial Supervision Commission are related to their experience and history; objectivity of the methodologies these apply; independence of the agencies and the availability of adequate resources required undertaking the activities on assessing the enterprises.
In order to gain recognition by the FSC to award a credit rating to the re-insurers, it is necessary for the other agencies to submit documents, proving that they meet the criteria established.

At a session held on March 23, 2005, the Financial Supervision Commission adopted the following Resolutions:


1. The Commission approved a tender offer submitted by Zavod za Metalorezheshti Mashini – Bulgaria Holding AD, Sofia City, for the purchase of shares of Mashstroy AD, Troyan, from the company’s other shareholders through the Investment Intermediary Aval In AD, Sofia. The price offered per share is BGN 4.

2. The Commission approved a tender offer submitted by Chimimport AD, Sofia City, for the purchase of shares of Prospecting and Extraction of Crude Oil and Gas
AD, Sofia, from the company’s other shareholders through the Investment Intermediary Real Finance AD, Varna. The price offered per share is BGN 26.50.

3. The Financial Supervision Commission issued a licence to Bulgaria Real Estates Fund SPV to perform activities as a special purpose vehicle, and namely: investment of pecuniary means raised through issuance of securities in real estates (securitization of real estates).
The Commission approved a prospectus for public offering of 150,000 ordinary voting shares, having a nominal value of BGN 1 each, issued by Bulgaria Real Estates Fund SPV as a result of initial increase of company’s registered capital.

4. The Financial Supervision Commission approved prospectuses for the public offering of share units of two mutual funds: Capital Invest Master Fond I traditionell and Capital Invest Master Fond II dynamisch. The funds’ managing company is Capital Invest, a subsidiary of Bank Austria Creditanstalt Gruppe GmbH. The prospectuses of both funds contain additional information intended for the Bulgarian investors, which reflects the specificity of share units offering in Bulgaria. The funds’ principal prospectuses have also been approved by the Austrian Financial Market Authority.
Investment intermediary in the sale (issue) and the funds’ units repurchase is to be HVB Bank Biochim AD.

5. The Commission passed an Amendment Ordinance to ORDINANCE No. 12 of December 10, 2003 on the terms of and the procedure for determing the minimum rate of return resulting from the management of supplementary mandatory pension fund assets, on covering the differnce up to the minimum rate of return, as well as on the establishment and utilization of the reserves for guaranteeing the minimum rate of return. The Ordinance’s promulgation in the State Gazette is forthcoming.

6. The Commission adopted Practice on the Implementation of Art. 180а of the Social Insurance Code. The Practice is to be published on the Commission’s website, Documents Section.

 

At a session held on March 22, 2006, the Financial Supervision Commission (FSC) adopted the following resolutions:

1. The Commission confirmed a prospectus for initial public offering of shares issued by Bulstrad PLC Insurance and Reinsurance Company, Sofia City. The issue is a result of an increase in the company’s stock capital and amounts to 564,000 pieces of ordinary dematerialized shares, having nominal and issue value of BGN 10 each.

2. The Commission entered into the Public Register a subsequent shares issue issued by BenchMark Fund Estates REIT, the purpose of which issue being trade on a regulated securities market. The issue results from an increase in the company’s stock capital from BGN 7,800,000 to BGN 23,394,706 through new issuance of 15,594,706 pieces of ordinary shares having a nominal value of BGN 1 each and issuance value of BGN 1.50 each.

3. The Commission confirmed a prospectus for secondary public offering of bonds issued by FairPlay International JSC. The issue, having ISIN Code: BG2100025050, amounts to EUR 5,600,000, distributed in 5,600 pieces of ordinary, secured, non-convertible bonds having a nominal value of EUR 1,000 each, having a floating interest percentage rate amounting to a six-month Euribor + 4% per year, and with interest payments at every six-month period, where the time period of the debenture loan is 5 years as of September 30, 2005, the maturity being September 30, 2010.
The Commission entered the issue and the issuer into the FSC’s Public Register.

4. The FSC issued a new licence to Ever Inc. Financial House, Sofia City, to perform activity as an investment intermediary. The investment intermediary may effect the investment and additional activities and services provided for under POSA, including underwriting issues and transacting in securities for one’s own account. In order to perform activities and provide services under the new licence, it shall be required that the company has at its disposal at any time capital amounting to not less than BGN 1,500,000. 

5. The FSC issued a new licence to Zlaten Lev Brokers Ltd., Sofia City, to perform activity as an investment intermediary. The investment intermediary may effect the investment and additional activities and services provided for under POSA, without underwriting issues and transacting in securities for one’s own account. In order to perform activities and provide services under the new licence, it shall be required that the company has at its disposal at any time capital amounting to not less than BGN 250,000. 

 

At a session held on March 22, 2006, the Financial Supervision Commission (FSC) adopted the following resolutions:

6. The FSC adopted a resolution to issue a new licence to STS Finance JSC, Sofia City, to perform activity as an investment intermediary. The investment intermediary may effect the investment and additional activities and services provided for under POSA, including underwriting issues and transacting in securities for one’s own account. In order to perform activities and provide services under the new licence, it shall be required that the company has at its disposal at any time capital amounting to not less than BGN 1,500,000.  The licence shall be issued under the condition that within a 14-day period the Company proves that it has fully paid in the exigible capital and the initiation fee at the Security Investors Compensation Fund.

7. The FSC registered Sevdalin Rusanov, Emil Atanasov, Plamen Dermendjiev as professional investors.

8. The Commission adopted an Ordinance on the requirements towards the activities of the investment companies and the contractual funds. The promulgation of the aforesaid Ordinance in the State Gazette is forthcoming.

Under the Ordinance, the main underlying provisions and the structure of the Ordinance on the requirements towards the activities of the investment companies adopted by Council of Ministers Decree No. 268 of 2000 have been included, where the texts referring to the activities of the investment companies have been brought in conformity with the amendments introduced in the POSA, the CA and the AA. The requirements toward the activities of the contractual funds have also been listed under the Draft, introduced as a collective investment scheme, along with the investment companies under the last amendments to the POSA (SG, Issue No. 39 dated May 10, 2005).
Under the Ordinance, the requirements toward the contents of the contract have been provided in detail, which contract the management company concludes with the fund’s depository bank in connection with the safe-keeping of the contractual fund’s assets.
The terms and conditions and the procedure under which, in the cases where the licence to perform activities has been withdrawn, as well as in the cases of dissolution or declaration of bankruptcy of a management company that manages a contractual fund, the fund’s management is undertaken by a different management company, have been provided.
Terms and conditions are introduced, under which the Commission issues an authorization for transformation and dissolution of the contractual fund.
The rules under which evaluation of the assets of the investment company and the contractual fund is performed have been provided, and for each type of securities and financial instruments a specific procedure has been introduced in order to perform a subsequent evaluation, where it is provided in the cases where the said procedure is impossible to be implemented, these to be evaluated under conventional methods that have been explicitly alluded to under the Ordinance or under methods specified in the investment company and the contractual fund’s assets evaluation rules.

9. The Commission adopted an Ordinance on the requirements towards the activities of the management companies. The promulgation of the aforesaid Ordinance in the State Gazette is forthcoming.

Under the Ordinance, the structure and the principle provisions underlying the Ordinance on the requirements towards the activities of the management companies adopted by Council of Ministers Decree No. 269 of 2000 have been retained, and amendments and supplements have been provided in order to bring the legislative act in compliance with the amendments introduced in the POSA (SG, Issue No. 39 dated May 10, 2005), and more specifically:
Under the Ordinance, additional requirements toward the management companies are provided with a view to extending their activities with the additional services under Art. 202, para. 2 of the POSA.
The minimum contents of the rules for personal transactions in securities of the members of the management and supervisory bodies, of the investment consultant working under a contract for the management company, of the management company officers and of the persons related to these is regulated.
The contents of the general terms and conditions are expanded, under which terms and conditions a management contract is concluded with the management company in connection with the management of an individual securities portfolio using one’s own discretion without specific orders on the part of the customer.
Stricter requirements towards natural persons are introduced, who accept orders for purchase and sale of shares of an investment company and units of a contractual fund on behalf of the management company, where a possibility is given to the management company to perform this through a contract concluded with a bank or a non-banking financial institution as well.
A regime is established, under the terms and conditions of which the management company may invest the funds of the collective investment schemes in derivatives.
The requirements set towards the capital adequacy of the management company are specified and the regime of investing its own capital is liberalized.

10. The Commission adopted Instructions on the interpretation and application of Art. 176, para. 1, items 9 and 13 of the Social Insurance Code.
Under the Instructions on the interpretation and application of Social Insurance Code’s provisions adopted, the subject scope of the shares and/or the units issued by collective investment schemes that fall into the application field of Art. 176, para.1, item 9 and item13 of the Social Insurance Code is defined.
The Instructions are to be published on the FSC’s website under the Documents Section, Instructions and Requirements.

At a session held on March 2, 2005, the Financial Supervision Commission adopted the following Resolutions:

1. The Financial Supervision Commission entered into the Public Companies and Other Issuers of Securities Register an issue of securities with the following parameters: 559,730 pieces of ordinary, registered, dematerialized shares, having a nominal and issue value of BGN 1 each, issued by Investor BG AD, Sofia.

 2. The Financial Supervision Commission entered into the Public Companies and Other Issuers of Securities Register an issue of securities with the following parameters: 10,000,000 pieces of ordinary, registered, dematerialized, voting shares, having a nominal and issue value of BGN 1 each, issued by DZI Bank AD, Sofia.

 3. The Financial Supervision Commission adopted at first reading a Draft Ordinance on the terms of and procedure for entering into and deletion from the Register kept by the FSC of public companies and other issuers of securities and issues of securities.
 The Draft shall be forwarded to the interested persons and organizations in order to be coordinated and shall be published on the Commission’s website.

At a session held on March 16, 2005, the Financial Supervision Commission adopted the following Resolutions:


 1. The Commission imposed a temporary prohibition on a tender offer submitted by S&B Holding GmbH, Oberhausen, Germany, for the purchase of shares of Bentonit AD, Kardjali, from the company’s other shareholders through the Investment Intermediary Economic and Investment Bank PLC.

 2. The Commission approved a tender offer submitted by Bulgaria – Tex AD, Svilengrad, and Bulgaria 2000 AD, Kazanlak, for the purchase of shares of Bulgaria – К AD, Kazanlak, from the company’s other shareholders through the Investment Intermediary Bulbrokers AD, Sofia City. The price offered per share is BGN 24.

 3. The Commission imposed a final order of prohibition on a tender offer submitted by LUKOIL EUROPE HOLDINGS B.V., Holland, for the purchase of shares of LUKOIL NEFTOCHIM BURGAS AD, Burgas, from the company’s other shareholders through the Investment Intermediary Raiffeisenbank (Bulgaria) EAD, Sofia City.

 4. The Commission approved a tender offer submitted by ET Zaara – Yancho Ivanov, Stara Zagora, for the purchase of shares of Parvomai BT AD, Parvomai, from the company’s other shareholders through the Investment Intermediary Aval In AD, Sofia City. The price offered per share is BGN 4.49.

 5. The Commission entered Interlogic-Leasing SA, Sofia City, as a public company. The securities issue to the amount of BGN 725,710, allocated in 72,571 pieces of ordinary, registered shares, having a nominal value of BGN 10 each was also entered. The said issue constitutes the company’s court registered share capital.
 
6. The Commission adopted a Regulation on the own funds and solvency margins requirements of the insurers and health insurance companies. Its promulgation in the State Gazette is forthcoming.

Under the Regulation adopted, provisions settling for the first time the procedures for performing supervision over the solvency of insurers on consolidated basis were included. Thus, the requirements of Directive 98/78/EC on the supplementary supervision of insurance undertakings in an insurance group are completely introduced.
On the other hand, by adopting the new Regulation on the own funds and solvency margins requirements of the insurers and health insurance companies, the requirements of Directives 12 and 13 of 2002 of the EC regarding the determination of the solvency margin of the insurance undertakings are fully applied.
 At the same time, several texts were also specified, which texts could be ambiguously interpreted, and some omissions and incompleteness of the Regulation hitherto effective as established in the process of its implementation were removed.

 

At a session held on March 10, 2005, the Financial Supervision Commission adopted the following Resolutions:

1. The Commission imposed a temporary prohibition on a tender offer submitted by Zavod za Metalorezheshti Mashini – Bulgaria Holding AD, Sofia City, for the purchase of shares of Mashstroy AD, Troyan, from the company’s other shareholders through the Investment Intermediary Aval In AD, Sofia.

2. The Commission imposed a temporary prohibition on a tender offer submitted by Terra Tour Service EOOD, Sofia City, for the purchase of shares of Eztour JSC, Sofia City, from the company’s other shareholders through the Investment Intermediary Karoll AD Financial House, Sofia City.

3. The Commission entered into its Public Register an issue of securities issued by Colos-1 JSC Special Purpose Vehicle (SPV). The issue has the following parameters: 103 pieces of ordinary voting shares, having a nominal value of BGN 1,000 each. The initial public offering of this issue’s shares has been successfully concluded and trading of the issue at the Stock Exchange is forthcoming.

4. The Commission approved a request submitted by the Investment Intermediary CEE Securities JSC, Sofia City, on the issuance of approval for effecting transactions under Art. 54, Para. 1, Item 3 of the POSA. The extended licence allows CEE Securities JSC to manage individual securities portfolios and/or customers’ monies, except for portfolios of investment companies and pension funds.

5. The Commission withdrew the licence for conducting activities as an investment intermediary issued to X-Pit & Co. OOD at the request of the intermediary.

6. The Commission adopted Practice on the Implementation of Art.26, Para.2 of the Special Purpose Vehicles Act.
The above Practice relates to the type and form of the declarations that the persons managing and representing a special purpose vehicle are to submit to the Financial Supervision Commission.

The document is to be published on the Commission’s website, Documents Section, Instructions & Requirements.

7. The Commission recognized Kalin Krasimirov Metodiev’s qualifications acquired abroad, requisite to conduct activities as an investment consultant in Bulgaria.


 

At a session held on March 1, 2006, the Financial Supervision Commission (FSC) adopted the following resolutions:

1. The FSC issued a new licence to Varna Investment Intermediary /VIP-7/ AD, Varna, to perform activity as an investment intermediary. The investment intermediary may effect the investment and additional activities and services provided for under POSA, without underwriting issues and transacting in securities for one’s own account. In order to perform activities and provide services under the new licence, it shall be required that the company has at its disposal at any time capital amounting to not less than BGN 250,000. 

2. The FSC issued a new licence to Eurodealing PLC, Burgas, to perform activity as an investment intermediary. The investment intermediary may effect the investment and additional activities and services provided for under POSA, without underwriting issues and transacting in securities for one’s own account. In order to perform activities and provide services under the new licence, it shall be required that the company has at its disposal at any time capital amounting to not less than BGN 250,000. 

3. The Commission entered a subsequent shares issue, the purpose of which being trading these on a regulated securities market, issued by Active Properties REIT as a result of increase in the company’s capital stock from BGN 650,000 to BGN 5,200,000 through issuance of new 4,550,000 shares having a nominal value of BGN 1 each and issue value of BGN 1.10 each.

4. The Commission acknowledged the qualifications acquired by Stanislav Ivanov Voynovski to exercise activities as an investment advisor.

5. The Commission adopted an Amendment Ordinance to Ordinance No. 21 of March 16, 2005 on the own funds and solvency margin of insurers and health insurance companies.
Under the said Ordinance, the European directives with regard to the requirements for the solvency margin of the insurers are fully transposed in our legislation. New elements are introduced where calculating the insurer’s own funds. In compliance with the new provisions, the insurer’s shareholding and equity participations in the capital of other financial institutions are to be deducted from the insurer’s own funds. An opportunity is also provided for to report the data on the health insurance companies’ financial standing where calculating the adjusted solvency of the insurers.
The aforesaid Ordinance’s publication in the State Gazette is forthcoming.

6. The Commission adopted at first reading a Draft Amendment Ordinance to Ordinance No. 9 of November 19, 2003 on the terms and procedures for valuation of assets and liabilities of supplementary pension funds and pension insurance companies, the value of the fund’s net assets, on calculation and announcement of the value of a unit, as well as on the requirements for maintaining individual accounts.

The amendments introduced in the Ordinance result mainly from the Amendment Act to the Social Insurance Code’s entry into force, promulgated, State Gazette, Issue No. 17 of February 24, 2006, in connection with the regulation of new types of instruments, in which the funds of pension funds may be invested. Several stylistic adjustments in order to specify separate texts for the purpose of avoiding their contradictory interpretation and practical implementation are also proposed.
The Draft Ordinance shall be forwarded to the interested parties in order to be co-ordinated with the latter and shall be published on the FSC’s website.

At a session held on June 8, 2005, the Financial Supervision Commission (FSC) adopted the following Resolutions:


 1. The Financial Supervision Commission approved a prospectus for secondary public offering of shares and entry of TRANSCARD AD, Sofia City, as a public company in the Public Companies Registry, kept by the FSC. The issue amounts to BGN 5 mln., allocated in 5 mln. pieces of ordinary, registered, dematerialized, freely transferable shares, having nominal value of BGN 1 each, and representing the court registered capital of TRANSCARD AD. The Commission entered the issue into the Registry for the purpose of trading on the regulated market.

 2. The Commission adopted an Ordinance on Amendments to Ordinance No. 3 of September 24, 2003 on the terms and procedures for switching participation and transferring the amounts accrued in an insured person’s individual account from one supplementary pension fund to another fund of the same type, managed by another pension insurance company.
Under the amendments introduced to the above Ordinance, it is provided for the implementation of a mechanism, through which it shall be guaranteed that the insured person has personally expressed its own volition to switch participation or to transfer amounts accrued from one pension fund to another fund of the same type. For the said purpose, a requirement is introduced for notarised attestation of the insured person’s signature on the first copy of the Application for Switch of Participation or for Transfer of Amounts Accrued, as submitted by them. This has respectively led to abolition of the hitherto prevailing procedure for submission of the Application in person by the insured at an office of the new pension insurance company of the same type. The Application samples are also amended.

 3. The Financial Supervision Commission approved an Application for Issuance of Approval for Performing Transformation of an Investment Intermediary under Art. 74а, Para. 1, Item 1 of the POSA Form.